The Week In SPAC News - Sunday, Aug. 22

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In SPAC news this week, both Aspiration and Syniverse announced they are going public via SPAC deals, while card company Topps called off its SPAC merger plans.

Topps Calls Off Deal after Losing MLB Contract 

On Thursday, The Wall Street Journal's Jared Diamond reported that Major League Baseball and the Major League Baseball Players Association have struck new exclusive baseball card agreements with a new company controlled by online sports-merchandise retailer Fanatics, breaking the decades-long grip that incumbent icon Topps has held on the trading-card market.

The deals signal the beginning of a sweeping reorganization of the trading-card universe, the author notes. The MLBPA deal begins in 2023. MLB's current agreement with Topps runs through 2025. On Friday morning, the Topps Company announced the termination of its merger agreement with Mudrick Capital Acquisition Corporation II (MUDS) by mutual agreement and that it will remain a private company.

Topps expects to be able to produce substantially all of its current licensed baseball products through 2025, pursuant to its existing agreements, and will build on the exceptional performance in the second quarter of 2021 in its Sports & Entertainment segment and its Confections segment.

Aspiration, InterPrivate III Merger

Aspiration Partners and InterPrivate III Financial Partners (IPVF), a publicly-traded special purpose acquisition company, announced a definitive merger agreement that will result in Aspiration becoming a publicly listed company. Upon closing of the transaction, the company will be named Aspiration, and is expected to be listed on the New York Stock Exchange under the new ticker symbol "ASP."

Aspiration offers an ecosystem of sustainable banking services, credit cards, and investment products that help customers keep their deposits out of fossil fuels, automatically plant trees with every card purchase, and track business and personal Planet & People impact scores so they can shop with a conscience.

Aspiration's technology and tools also provide bundled solutions that help businesses meet the demand for sustainability from their customers and employees by offsetting their carbon footprints and developing co-branded products and services that mitigate climate change.

Syniverse to Merge with M3-Brigade Acquisition II

Syniverse announced that it has entered into a definitive merger agreement with M3-Brigade Acquisition II Corp. (MBAC), a publicly traded special purpose acquisition company, which will result in Syniverse becoming a publicly traded company.

The transaction implies an initial enterprise value for Syniverse of $2.85 million, or an enterprise value-to-adjusted 2022E EBITDA multiple of approximately 12.1-times, and will provide Syniverse with up to $1.165 billion in cash through a combination of equity and equity-linked capital.

Upon closing of the transaction, the publicly traded company will be named Syniverse Technologies and its common stock will be listed on the New York Stock Exchange under ticker "SYNV." The announcement builds on the strategic partnership between Syniverse and Twilio (TWLO) that was announced on March 1, 2021, through which Twilio agreed to make an equity investment of up to $750 million in Syniverse, with a minimum commitment of $500 million.

In addition, as a part of this transaction, Twilio will become a significant minority owner of Syniverse. The Carlyle Group (CG), Syniverse's current majority owner, will retain all of its current investment in Syniverse and be the largest shareholder in the newly publicly traded company.

Pershing Square Tontine Holdings Sued, May Return Funds 

Pershing Square Tontine Holdings (PSTH), the SPAC run by Bill Ackman, is being sued in a case being argued by former SEC commissioner Robert Jackson and John Morley, a law professor at Yale, The New York Times' DealBook's Andrew Ross Sorkin, Jason Karaian, Sarah Kessler, Stephen Gandel, Lauren Hirsch, Ephrat Livni, and Anna Schaverien reported.

The lawsuit, which could have far-reaching implications for the SPAC industry, claims that the SPAC isn't an operating company, but is actually an investment company like Ackman's funds, which should be regulated by the Investment Company Act of 1940.

In response to the lawsuit, Pershing Square Tontine Holdings CEO Bill Ackman issued a letter that stated in part,

"While we believe the lawsuit is meritless, the nature of the suit and our legal system make it unlikely that it can be resolved in the short term... As we have previously disclosed, we have been working on obtaining approval for the launch of Pershing Square SPARC Holdings, Ltd. If we are successful in securing SPARC's approval, and I am confident that we will get it done, we will have a clear path to mitigate the harm that this litigation has and will continue to cause to PSTH shareholders and warrant holders..."

"Assuming SPARC is approved by the SEC and the SPARC warrants are approved for listing on the NYSE, if PSTH has not by then entered into a merger transaction, we intend to seek PSTH shareholder approval to enable us to return to shareholders the $4 billion of cash PSTH holds in trust. Following the return of cash, we expect SPARC to issue one SPARC Distributable Warrant for each PSTH Distributable Warrant, and one SPARC warrant for each outstanding PSTH common share. As a result of the above, PSTH shareholders will receive $20 per share in cash and one SPARC warrant for each share that they own."

BuzzFeed Clashes with NBCU Executives 

BuzzFeed clashed with NBCUniversal as it explored plans to go public earlier this year via a merger with special purpose acquisition company 890 5th Avenue Partners (ENFA), The Wall Street Journal's Benjamin Mullin and Amrith Ramkumar reported.

Executives at Comcast's (CMCSA) NBCUniversal were frustrated that the deal valued BuzzFeed at $1.5 billion, below the level where it had invested years earlier, according to people familiar with the situation. NBCUniversal ultimately approved the deal after reaching an agreement in April with BuzzFeed CEO Jonah Peretti that guaranteed it concessions while still leaving it facing a loss of roughly $100 million, the people added.

QOMPLX, Tailwind Acquisition Terminate Deal

QOMPLX, a cloud-native leader in risk analytics, and Tailwind Acquisition (TWND), a special purpose acquisition company, announced that both companies have mutually agreed to terminate their business combination agreement. The proposed business combination, announced in March 2021, was conditioned on the satisfaction of certain closing conditions within the timeframe contemplated by the Agreement.

"The reason for the mutual decision lies with market conditions preventing certain of the closing conditions from being satisfied," said Philip Krim, chairman of Tailwind Acquisition Corp. "Although this is not the outcome we had hoped for, we remain optimistic in the growing cybersecurity and risk analytics industry and will continue to seek to identify opportunities that can capture value for shareholders."

Neither party will be required to pay the other a termination fee as a result of the mutual decision to terminate the agreement.

Forbes in Talks to go Public 

Forbes Media is discussing going public through a merger with Hong Kong-based special purpose acquisition company Magnum Opus Acquisition (OPA), Bloomberg's Gillian Tan reported, citing people with knowledge with the matter.

Forbes is set to be valued at more than $650 million in a deal, sources told Bloomberg. A deal with Magnum Opus would scuttle Forbes's earlier talks with a consortium led by GSV Asset Management, a source added. That transaction would have kept Forbes private and was slated to value it at more than $600 million, Bloomberg News reported in May.

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